**SECURITIES AND EXCHANGE  COMMISSION**    **Washington, D.C. 20549**

 **Form 10-K**

**[X]      Annual  Report under Section 13 or 15(d) of the Securities**    **Exchange Act of 1934**   **For the fiscal year ended December 31, 2012**

**or**

**[  ]       Transitional Report under Section 13 or 15(d) of the**    **Securities Exchange Act of 1934**

**
000-51871

Commission file number
**
** 
**AMALGAMATED PICTURES          CORP.**

(Exact name of small business issuer as          specified in its charter)
 **
**
**Florida**
 
**20-2521015**
 
(State of incorporation)
 
(IRS Employer Identification          Number)
**
**
**35 JA Ely Blvd., Suite 110****Dania Beach, FL 33004**

(Address of principal executive          office)
**
**
**(305) 600-4449**

(Issuer's telephone number)
**

**Securities registered under Section 12(b) of  the Exchange Act: NONE**

**Securities registered under to Section 12(g)  of the Exchange Act:**

**
**Common Stock: $.0001 Par Value          and****Warrants: Class A Warrant**

(Title of Class)
**
**
**Check whether the registrant:**

is a well-known seasoned issuer, as defined in Rule          405 of the Securities          Act.       **Yes          [  ] No [X]**

is not required to file reports pursuant to          Section 13 or Section 15(d) of the          Act.    **Yes [  ] No          [X]**

          (1) filed all reports required to be filed by Section 13          or 15(d) of the Exchange Act during the past 12 months          (or for such shorter period that the registrant was          required to file such reports)

 **Yes [X] No [ ]**

and

(2) has been subject to such filing requirements for          the past 90 days.

 **Yes [X] No [ ]**
 
Check if there is no disclosure of delinquent filers          in response to Item 405 of Regulation S-K contained in          this form, and no disclosure will be contained, to the          best of registrant's knowledge, in definitive proxy or          information statements incorporated by reference in Part          III of this Form 10-K or any amendment to this Form 10-K          **[ X ]**
 
**Check whether the registrant:** is a shell          company (as defined in Rule 12b-2 of the Exchange Act).          **Yes [ ] No [X]**
 
**Check whether the registrant:**  is a large          accelerated filer, an accelerated filer, a          non-accelerated filer, or a smaller reporting          company.
**
**       
Large accelerated filer **[          ]**
 
Accelerated filer **[          ]**
 
Non-accelerated filer **[ ]**
 
Smaller reporting company            **[X]**
       **
**
Amalgamated Pictures Corp. did not have any revenue          for the year ended December 31 , 2012.

As of April 15, 2013, there was no market value of          Amalgamated Pictures Corp. common stock held by          non-affiliates.

As of April 15, 2013, there were 6,459,660 shares of          Amalgamated Pictures Corp. common stock outstanding.
**

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**PART I**

**Item 1 - Description of Business**

               We are a development stage, independent motion picture company  organized on March 18, 2005. We develop, produce, market and plan  to distribute low-budget feature-length motion pictures captured  and edited using high-definition digital video technologies. We  plan to distribute our films directly to the international and  domestic markets on DVDs sold on the Internet. We have not had  any operating revenues from operations.  We have only one  employee, Avery Pack, who is our sole officer, director and  controlling shareholder.

               Our principal offices are located at 35 JA Ely Blvd, Suite 110,  Dania Beach, Florida 33004. Our telephone number is (305)  600-4449.

**Plan of Operation and Recent Developments**

                In April 2007, we began production on our first feature-length  film, *Foreign Devils*.  Principal photography was  completed between June 2, 2007 and June 22, 2007. The film has  been completed and was accepted as an official selection of the  Palm Beach International Film Festival. *Foreign Devils* had  its world premiere at the festival on April 14, 2008.  Additionally, *Foreign Devils* was accepted as an official  selection of the Little Rock Film Festival and was presented in  May 2008.  On September 6, 2008, *Foreign Devils* was  screened, as an official selection, at the Rome (GA)  International Film Festival. The film's New York City premiere  took place on October 20, 2008, as an official selection of the  HD Fest, digital film festival. The screening took place, in New  York City, at the Sony Wonder Technology Lab High Definition  Theater.

                We employ high-definition digital video technologies and an  amateur talent pool to create our films. The cost of development  of each of our film properties ranges from $75,000 to $100,000.  Production of a film property includes the completion of all  stages of production: development, pre-production, production,  and post-production. We plan to distribute our films to the  international and domestic markets on in-house produced DVDs to  be sold on the Internet through distinct websites developed for  each film. We continue to investigate additional distribution  options for our first completed film, *Foreign Devils*. We  also plan to produce additional film properties.

               We plan to develop a website for each film we produce. The  website will be for promotion, delivering marketing information  for the film, and distribution, offering an opportunity to  purchase a copy of the film through e-commerce functionality. We  plan to develop the websites so that customers can purchase DVDs  of our films directly from the websites.

               On January 10, 2008, we formed, as a wholly owned subsidiary,  Abbreviated Pictures Corp. This corporation will focus on the  development of short-form films, rather than feature-length  films, that are suitable for Internet distribution. A short-form  film can be anywhere between 30 seconds and 30 minutes in  length.

               We have not generated any revenue since our inception.

              **Competition**

              The  motion picture industry is intensely competitive. Competition  comes from companies within the same business and companies in  other entertainment media that create alternative forms of  leisure entertainment. In addition to competing with the major  film studios that dominate the motion picture industry, we will  also compete with numerous independent motion picture production  companies, television networks, and pay television systems.  Virtually all of our competitors are significantly larger than we  are, have been in business much longer than we have, and have  significantly more resources at their disposal. Some of the  production and distribution companies we will compete with are  Troma Entertainment Inc.; Lions Gate Entertainment Corp.;  THINKFilm Company; Newmarket Entertainment Group; and Dimension  Films, a division of The Walt Disney Company.

              **Industry  Overviews**

              **The  motion picture industry**

              The  "major" studios dominate the motion picture industry in the  United States by controlling the distribution of films that they  produce as well as films that are produced by "independent"  studios. These major studios include among others: The Walt  Disney Company; Sony Pictures Entertainment; Paramount Pictures;  Twentieth Century Fox Film Corporation; Universal Studios; and  Warner Bros. Entertainment.

              Historically,  the major studios financed, produced and distributed the vast  majority of American-made motion pictures. Today, much of the  financing and distribution of major motion pictures remains in  the control of these major studios. But as many of the major  studios have become part of large conglomerate business  operations, or diversified their operations, they have adopted a  policy of producing only a relatively small number of films each  year. As demand for filmed entertainment has increased, many  smaller, independent film production companies have been  successfully established to fill the excess demand for motion  pictures.

              We  believe that two convergent trends in the production and  distribution of motion pictures have led to an opportunity for  our proposed low-budget independent films to be profitably  exploited: the increasing commercial success of independent films  and the increasing commercial success of DVDs.

              In  the last decade, the distribution of independent films, films  produced by independent production companies outside of the major  studios, brought increasing commercial success to the major  studios that were distributing them. We believe that what was  once considered an uncharacteristic and uncommon success,  high-grossing independent films such films as *The Blair Witch  Project* (1999), have become a more consistent trend. And  recently, independent films that appeal to specialized audiences  are regularly becoming high-grossing films, such as *My Big Fat  Greek Wedding* (2002),  *Open Water*   (2003), and  *The Passion of the Christ*  (2004).  We believe that increasing commercial success of independent  films that cater to specific audiences or specialized tastes is  an indication that consumer tastes have proven broader than what  the major studios can fulfill, and an increasing demand exists  for low-budget, independent films in both the international and  domestic markets.

              As  the demand for a diversity of motion pictures has expanded, so  too has audience market with the commercial success of the DVD  format. The popular and inexpensive DVD format has expanded the  audience market beyond traditional theatrical distribution. The  high production, marketing, and distribution costs for films  produced for theatrical distribution economically require that  theatrically distributed films have the broadest possible  audience appeal. However, with the expansion of the audience  market to include the vast audience watching motion pictures at  home on DVD, we believe less general, more specific audiences can  be sought, targeted and profitably exploited with low-budget  motion pictures geared toward such audiences. 

              Although  the Writers Guild of America currently defines a low-budget  motion picture as one produced for less than $1.2 million, the  vast majority of low-budget motion pictures or "B-movies" are  produced with considerably smaller budgets. Historically,  "B-movie" referred to a film's status as a cheaply produced,  second film of a double bill, following the "A-movie," or feature  attraction. Today, "B-movies," sometimes referred to as "genre"  films, are independent motion pictures, which for budgetary,  thematic, and aesthetic reasons, deviate from the accepted  cinematic mainstream, conforming to a different standard of  production quality. Traditionally, B-movies fall into the realm  of the horror, science fiction, action/adventure, urban, or  exploitation genres - thus referred to as genre films. However,  we use an expanded definition of genre film to include genre  niches, meaning any low-budget film that is geared to a specific  or specialized audience, such as motion pictures for women, young  adults, or even a specific ethnic or religious audience. We do  not plan to limit ourselves to the production of genre films  within any single genre, but rather to the production of  low-budget motion pictures geared to any specialized audience  that we believe can be effectively targeted. We plan to  concentrate on the production and distribution of these genre  films that will range between $75,000 and $100,000 in production  costs. We believe that by employing emerging high-definition  digital video technologies and an amateur talent pool, we can  create unique and viable genre films in this budget range.

              **The  Digital Video Industry**

              The  availability of digital video ("DV") has created the possibility  for unprecedented low-budget motion picture production,  alleviating many technical and financial burdens of filmmaking.  DV is video technology that treats video and audio as digital  information. With this technology, motion picture image and audio  data can be stored, manipulated, and relayed with the ease of any  other computer data.

              Since  its introduction to consumers in 1994, DV has rapidly grown in  popularity. And more recently, consumer-priced DV has grown  dramatically in capability allowing the capture of images of  quality comparable to traditional 35-millimeter film production,  which is the standard for major studio theatrical film  production.

              Generally,  DV offers several benefits including:

                · extremely portable, inexpensive cameras and media;                · excellent images and color reproduction of appropriate  resolution for broadcast television, DVD, as well as theatrical  distribution;                · CD quality digital sound recording;                · the ability to use a high speed connection to transmit  video and audio digitally in and out of a computer or another DV  device, avoiding any loss of quality with transfers and  copies;                · and affordable, desktop or laptop computer-based editing  systems.

              In  addition to the direct advantages, we believe DV film production  also offers several indirect production advantages over  traditional film production. Producing with DV, a filmmaker can  view and even edit filmed results immediately as opposed to  traditional film production in which processing is required to  view "dailies" - the raw, unedited footage that are reviewed each  day as a film is being produced. With DV, adjustments can be made  immediately, as opposed to only later, upon review of processed  film, as is with traditional film production and dailies. Also,  the light sensitivity of DV equipment allows for the use of  smaller, less expensive and less electrically demanding lighting  set-ups. This creates a set or shooting environment that is  easier to set up, reconfigure and transport. And additionally,  since DV is captured onto inexpensive tapes or directly onto a  computer hard drive, the cost of digital "film stock" is  practically negligible and, therefore, there is little additional  media cost in capturing as many takes, re-takes or set-ups as are  required to complete a scene. In traditional film production,  each frame of film shot and processed has a measurable and  significant cost, which would make a comparably free-form  production strategy cost prohibitive. Overall, DV allows for  small, direct, and inexpensive productions.

              A  recent advancement in DV has been the introduction of low-cost  high-definition digital video ("HD") cameras. Major studios are  using HD digital video more frequently in the production of  theatrical motion pictures. Until recently, HD equipment and  production has been comparable in cost and complexity to  traditional 35-millimeter production, though offering the  production and post-production advantages of the digital  production workflow. In the last year, though, this equipment has  become available at the prices of standard definition ("SD")  digital video, the affordable digital video technology previously  and currently available to consumers and filmmakers. HD digital  video has six times more lines of resolution than SD digital  video and, therefore, offers a much sharper picture. The  increased resolution makes HD an appropriate medium for films  intended to be projected in theatres, as a high resolution source  is required in order to create a detailed large projection.

              Although  the resolution limitations of standard television and DVD are  below that of the capabilities of HD, so when producing a low  budget motion picture that is ultimately destined for DVD only  distribution SD technology may be sufficient, we believe that the  advantages of capturing in HD, as opposed to SD, will offer more  options for our productions as they could be released on a HD DVD  format, have theatrical distribution as a digital projection or  be delivered electronically in HD format. HD resolution  televisions are currently available and being adopted by  consumers, though currently not as ubiquitous as SD televisions.  And though the current DVD format is not HD, the latest DVD  formats are. Therefore, we believe producing motion pictures in  HD digital video is prudent practice to insure future  marketability and compatibility of our motion pictures without  significantly increasing the budgets of our productions as they  can be distributed on current and near-future DVD or electronic  distribution technologies. 

              Overall,  we believe that digital and video technology advances are  allowing cinema-quality productions to be made for under  $100,000. Recent breakthroughs in technology have made it  possible to capture movies using digital video cameras with  fidelity akin to that of 35-millimeter film for distribution on  DVDs, television or even to project them digitally in theaters  with no loss of image quality.

**Motion picture development and production**

              Motion  picture production consists of four steps: development,  pre-production, production and post-production. 

              Development  begins when we commission, acquire, or develop a screenplay. Once  in possession of the screenplay, we seek commitments from a  director, the principal cast members and other creative  personnel. Also, a tentative production schedule and budget is  prepared.

              Pre-production  begins when the screenplay is completed and the commitments have  been arranged. During pre-production, we engage creative  personnel to the extent not previously committed; finalize the  filming schedule and production budget; obtain insurance;  establish filming locations; secure whatever studio facilities  are required; and, if necessary, secure completion  guarantees.

              Production  begins when principal photography begins and ends when principal  photography ends. We limit production to less than one month in  order to control costs and limit obligations on amateur and  voluntary creative personnel. 

              Post-production  begins upon completion of principal photography. During  post-production, we edit the motion picture, add audio effects,  create computer-generated effects, titling, etc., which completes  the motion picture and prepares it for DVD production.

              **Our  Production Strategy**

              From  development to post-production, we use various strategies, in  addition to the use of digital technologies, so that the budgets  of our motion pictures remain within the range of $75,000 to  $100,000.

              Foremost,  we are selective with the underlying stories of our motion  pictures. The stories must have practical limitations on the  number of characters, locations, and action in order to be  successfully executed within our proposed  budget.        

              We  use a combination of paid and voluntary, amateur talent for all  aspects of production: actors and stunt men, production staff  including camera and sound crews and set workers, as well as  wardrobe, makeup, and special effects personnel. We create our  productions with the use of creative and technical personnel that  are willing to contribute their talents, for less than standard  industry compensation, out of an enthusiasm to participate in the  productions, the opportunity to gain experience in various  aspects of motion picture and digital video production, or to  promote their particular skill, such as wardrobe design, special  effects, or makeup, in one of our motion pictures. Our  productions are an informal and collaborative working  environment, in which all personnel will have the potential to  offer significant contributions to the productions. We promote  our productions as a venue for emerging creative talent, or those  seeking a production environment receptive to experimental ideas.  We advertise position openings and solicitations for talent on  our websites, industry websites, trade publications as well as  local publications, schools, and universities in areas in which  we will shoot on location. There is no assurance that we will be  able to attract talented personnel to contribute to our  productions, especially for less than standard industry  compensation.

              Whenever  practical, we shoot our productions on location, at an existing  site, eliminating the cost of renting or leasing studio space for  the construction of sets or artificial environments. When  shooting on location, we employ local talent for various  positions so that we are not entirely responsible for travel and  living expenses of personnel. The mobility and flexibility of the  digital technologies allow for easy set-ups under a wide variety  of conditions and lessen the general need for controlled  environments.

              **The  DVD Industry**

              DVD  is a form of optical disc storage technology. Essentially, DVDs  can be considered bigger, faster CDs that can hold cinema-like  video and audio that is better than CD-quality, as well as  computer data. DVD has widespread support from all major  electronics companies, all major computer hardware companies, and  all major music and movie  studios.                                According  to figures compiled by the Digital Entertainment Group (DEG),  based on data from retailers and manufacturers, 33 million DVD  players were sold to U.S. consumers in 2007. More than 12 million  DVD players were sold in the fourth quarter alone. The DEG is a  Los Angeles-based, industry-funded nonprofit corporation that  advocates and promotes the benefits of the DVD format while  providing updated information to the media and the retail  trade. 

              Since  the launch of the DVD format, hardware and media to consumers,  more than 230 million DVD players (including set-top and portable  DVD players, home-theater-in-a-box systems, TV/DVD and DVD/VCR  combination players) have been sold, bringing the number of DVD  households to 90 million (adjusting for households with more than  one player). Approximately 60 percent of these owners now have  more than one player. Further, the DEG estimated that more than  80 percent of households in the United States alone had at least  one DVD player at year-end 2007.

              As  far as media spending according to the DEG, U.S. consumers spent  $23.4 billion renting and buying DVDs in 2007.

              Some  features of DVDs include:

                ·  over two hours of high-quality digital  video;                ·  support for wide screen movies on standard or wide  screen TVs;                ·  up to eight tracks of digital audio, each with as  many as eight channels which can be used to encode multiple  languages, voice-overs, etc;                ·  automatic branching of video for multiple story  lines or ratings on one disc;                ·  up to nine camera angles, which allow for  different viewpoints to be selected during playback;                ·  menus and simple interactive features;                ·  instant rewind and fast-forward;                ·  instant search to title, chapter, music track, and  time code;                ·  durable media that does not wear from playing,  only from physical damage;                ·  compact size that is easy to handle, store, and  ship;                ·  and replication that is cheaper than tapes.

              **DVD  Production**

              DVD  production has two basic phases: development and replication.

              **Development**  - DVD video development has three basic parts: encoding;  authoring, which includes design, layout, and testing; and  pre-mastering. The entire development process is sometimes  referred to as authoring. Many service bureaus provide  development facilities. However, with the availability of  consumer priced technologies, we intend to set up in-house  authoring facilities.

              Since  we plan to create our motion pictures using exclusively a digital  production environment, our motion pictures will be in a format  immediately suitable for DVD authoring without any additional  preparation.

              We  plan to author our DVDs by employing desktop computers. Prices  for software and hardware have dropped very rapidly and continue  to drop, to where DVDs can be authored on a desktop computer  system that costs less than $1,000.

              **Replication  and Duplication** - Replication is usually a separate job done  by large plants. Large production run DVD replication equipment  typically costs millions of dollars. A variety of machines are  used to create a glass master, create metal stamping masters,  stamp disc layers in hydraulic molds, apply reflective layers,  bond layers together, print labels, and insert discs in  packages.  

              For  smaller production runs, it is considerably cheaper to use DVD  duplication technology. We anticipate that we will be able to  meet our customer demand by setting up our own DVD duplication  facility. By employing this method, we will be able to maintain a  catalog of films and be able to print titles on demand. For very  popular titles, we may be required to employ a service bureau for  replication. 

**The Internet industry**

              Our  Internet sites will offer our motion pictures for sale to the  Internet consumer on DVD. We believe that by selling the DVDs of  our films on the Internet, we can circumnavigate the traditional  methods of film distribution: theatrical release, video rental,  and television. We believe that with a proper marketing campaign,  our Internet sites can develop into an effective means to  distribute our motion pictures.

              We  plan to create individual Internet sites for each film that we  produce. These marketing and e-commerce sites will contain  promotional information for each film, including story synopses,  still images from the motion picture and behind-the-scenes  production stills, short streaming video clips from the films; as  well as offer visitors the opportunity to purchase a copy of the  film on DVD directly from the website from an online store. If we  have produced more than one film, the online store will make  available for sale all films that we have produced. Additionally,  if we have produced more than one film, each film marketing site  will be interconnected to other film marketing sites in order to  promote multiple film properties to a single visitor.

              To  draw visitors to our Internet sites, we plan to implement a  targeted online marketing campaign that will attempt to achieve  visibility in places where our prospective audience is likely to  be browsing. Since our motion pictures will be targeted to  specific audiences, our online campaign will be tailored to  target sites that we believe generate traffic from Internet users  who would be interested in our motion pictures.

              We  intend to promote our website on search engines and directories  such as Google, (www.google.com), Yahoo (www.yahoo.com) and those  powered by the Open Directory Project (www.dmoz.org). As a  result, when a potential visitor types in key words related to  B-movies, genre films, DVDs, or the thematic or narrative content  of one of our films, we will try to have our Internet site for  our films listed as a search result. There is no assurance that  we can obtain such status.

**Patents**

              We  hold no patents. We are the registered owner of the Internet  domain name www.amalgapix.com.

**Government and Other Regulation**

              **Censorship**

              An  industry trade association, the Motion Picture Association of  America, assigns ratings for age group suitability for domestic  theatrical distribution of motion pictures under the auspices of  its Code and Rating Administration. The film distributor  generally submits its film to the Code and Rating Administration  for a rating. At this time, we do not plan to follow the practice  of submitting our pictures for ratings.

              There  is no assurance that current and future restrictions on the  content of our films may not limit or affect our ability to  exhibit our pictures in certain territories and media.

**Labor Laws**

              At  the present time, we do not expect to employ members of guilds or  unions. Many individuals associated with motion picture  productions, including actors, writers and directors, are members  of guilds or unions, which bargain collectively with producers on  an industry-wide basis from time to time. Our operations will not  be dependent upon our compliance with the provisions of  collective bargaining agreements governing relationships with  these guilds and unions. However, in the future, we may change  our operations to employ members of guilds or unions, and the  extent to which the existence of collective bargaining agreements  may affect us in the future is not currently determinable.

**Employees**

               We currently have one employee, our president and chief executive  officer, Mr. Avery Pack. We utilize independent contractors,  consultants, and other creative personnel from time to time to  assist in developing, producing and promoting our motion pictures  and Internet properties. Independent contractors are generally  paid on a commission, hourly or job-related basis, depending on  the services being performed.

**Item 1B - Unresolved Staff Comments**

               None

 **Item 2 - Description of Property**

              We  have use of office space from our president without payment. This  space is adequate for our present operations. We own our Internet  site, and the Internet domain name www.amalgapix.com. The  Internet site currently provides limited information about our  business.  We plan to further expand our Internet site to  provide information about our film projects.

 **Item 3 - Legal Proceedings**

              We  are not subject to any pending litigation, legal proceedings or  claims.

 **Item 4 - Submission of Matters to a Vote of Security  Holders**

              No  matters were submitted to a vote of security holders during the  fiscal year covered by this report.

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 **PART II**

**Item 5 - Market for Registrant's Common Equity,  Related Stockholder Matters and Issuer Purchases of Equity  Securities**

 **Shares and Stock Split**

              We  are authorized to issue 50,000,000 shares of common stock, with  par value of $0.0001 per share. As of April 15, 2013 and December  31, 2012, there were 6,459,660 shares of common stock issued and  outstanding.  The number of issued and outstanding shares  has been retroactively adjusted for a 10-for-1 forward split,  which became effective on February 22, 2008. The stock split was  accomplished by the issuance of nine additional shares for each  share owned as of the record date. All references as to the  shares of the Company's common stock, since inception, have been  restated to reflect the stock split.**Initial Public Offering**

              On  December 31, 2007, we completed our initial public offering of  units, consisting of one share of common stock and one Class A  warrant.  We sold a total of 74,660 units at $0.51 per unit.  The Company received $38,076, as gross proceeds of the  offering, and $34,360 as net proceeds. The expenses of the  offering, $3,716, were initially recorded as *Deferred**offering costs.* Upon completion of the offering,  *Deferred offering costs* was reclassified as a reduction of  *Additional paid-in capital*. The number of units and price  per unit have been retroactively adjusted because of the stock  split described above.

**OTC Bulletin Board  Listing**      

              Our  common stock is not listed or quoted at the present time. On  December 31, 2007, we completed our Initial Public Offering. We  plan to obtain a sponsoring market maker to file Form 211 with  the Financial Industry Regulatory Authority (FINRA) for approval  to have our securities quoted on the OTC Bulletin Board. There is  no assurance that we will be able to obtain a sponsoring market  maker to file Form 211, and there is no assurance if Form 211  were filed approval would be granted so that our securities would  be permitted to trade on the OTC Bulletin Board. Therefore, there  can be no assurance a public market for our common stock and or  our warrants will ever develop.

**Warrants**

              As  of April 15, 2013 and December 31, 2012, there were 74,660 Class  A warrants outstanding. Each warrant grants the holder, until  December 31, 2013, the right to purchase one share of our common  stock at $0.60 per share. The number of warrants and the exercise  price of the warrants have been retroactively adjusted because of  the stock split described above*.*

**Shareholders and Warrant Holders**

              As  of April 15, 2013, we had 89 shareholders of our common stock and  87 holders of our Class A warrants.

**Item 6****-****Selected Financial Data**

              Not  Applicable

**Item 7 - Management's Discussion and Analysis of Financial  Condition and Results of Operations**

 **Critical Accounting Policies**

              The  following critical accounting policies are important to the  portrayal of our company's financial condition and results.

              **Revenue  and Expense Recognition**

              Revenue  is recognized when earned rather than when received. Sales are  recognized when a product is delivered or shipped to the customer  and all material conditions relating to the sale have been  substantially performed. Expenses are charged to operations as  incurred.

              Under  certain circumstances, the Company recognizes revenue in  accordance with the provisions of Statement of Financial  Accounting Standards No. 139 and American Institute of Certified  Public Accountants Statement of Position 00-2 (collectively  referred to as "SOP 00-2").

              **Capitalized  Film Costs**              Capitalized  film costs consist of investments in films which include the  unamortized costs of completed films which we have produced.  Capitalized costs include all direct production and financing  costs, and production overhead. Costs of acquiring and producing  films are amortized using the individual-film-forecast method,  whereby these costs are amortized and participation and residual  costs are accrued in the proportion that current year's revenue  bears to management's estimate of ultimate revenue at the  beginning of the current year expected to be recognized from the  exploitation, exhibition or sale of the films.

              Ultimate  revenue includes estimates over a period not to exceed ten years  following the date of initial release. Capitalized film costs are  stated at the lower of amortized cost or estimated fair value on  an individual film basis. The valuation of investment in films is  reviewed on a title-by-title basis, when an event or changes in  circumstances indicated that the fair value of a film is less  than its unamortized cost. The fair value of the film is  determined using management's future revenue and cost estimates.  Additional amortization is recorded in the amount by which the  unamortized costs exceed the estimated fair value of the  film.  Estimates of future revenue involve measurement  uncertainty and it is therefore possible that reductions in the  carrying value of investment in films may be required as a  consequence of changes in management's future revenue  estimates. 

**Results of Operations**

              The  following discussion and analysis provides information, which our  management believes is relevant to an assessment and  understanding of our results of operations and financial  condition. The discussion should be read in conjunction with the  financial statements and related notes that appear elsewhere in  this report.

*For the years ended December 31, 2012 and December 31, 2011  and for the period March 18, 2005 (inception) through December  31, 2012:*

              **Sales  -** We have not had any sales since  inception.           

              **Expenses  -** For the year ended December 31, 2012, total expenses were  $10,750 compared to $10,780 in 2011. Expenses in 2012 consisted  of accrued but unpaid officer's salary of $6,000,  professional expense, $2,050 and the fair value of office space  provided by our sole officer and director, without cost to us,  $2,400 and miscellaneous, $300. Expenses in 2011 consisted  of accrued but unpaid officer's salary of $6,000,  professional expense, $2,050, office space provided by our sole  officer and director, without cost to us, $2,400 and  miscellaneous, $330. The fair value of office space was reflected  in the statement of operations for 2012 and 2011, as general and  administrative expenses with corresponding contributions to  additional paid-in capital in the statement of changes of  stockholders' equity (deficiency).

              For  the period March 18, 2005 (inception) through December 31, 2012,  total expenses were $157,704.

              **Interest  income -** Interest income earned for the year ended December  31, 2012 was $205, which compares to $375 in 2011.

              Since  inception, we earned $4,162 on our invested cash.

              **Net  loss - **Net loss, before taxes, for the year ended  December 31, 2012, was $10,545 which compares to a loss of  $10,405 for the year ended December 31, 2011.

              For  the period March 18, 2005 (inception) through December 31, 2012,  the total net loss was $157,704.

              We  have not reduced our net loss for the period from inception,  March 18, 2005, through December 31, 2012, by any tax benefit;  consequently our net loss was the same both before and after  taxes.

              **Net  loss per share -** For the year ended December 31, 2012, net  loss per share was $0.00 and for the year ended December 31,  2011, net loss per share was $0.00.  Per share net loss was  based on 6,459,660 weighted average common shares outstanding in  2012 and 2011.

**Liquidity and Capital Resources**

              As  of December 31, 2012, the balance of our cash and cash  equivalents was $42,918. We believe that we have enough cash to  execute our business plan for the next 12 months. With the cash  available, we plan to continue to pursue distribution of our  first completed film, *Foreign Devils* and to begin  pre-production of a second film property and develop websites for  both properties.

**Capital Expenditures**

              We  do not expect any significant purchases of equipment in 2013.

**Item 8 - Financial Statements****and Supplementary  Data**

               Our audited financial statements for the fiscal years ended  December 31, 2012 and December 31, 2011 follow Item 15, beginning  at page F-1, following Part IV.

**Item 9 - Changes in and Disagreements with Accountants  on Accounting and Financial Disclosure**

               None

**Item 9A - Controls and Procedures**

                **Evaluation of Disclosure Controls and Procedures**

                We carried out an evaluation of the effectiveness of the design  and operation of our disclosure controls and procedures as of  December 31, 2012. This evaluation was accomplished under the  supervision and with the participation of our chief executive  officer, principal executive officer, chief financial  officer/principal accounting officer who concluded that our  disclosure controls and procedures are not effective to ensure  that all material information required to be filed in the annual  report on Form 10-K has been made known to  him.            

               Disclosure controls and procedures are designed to ensure that  information required to be disclosed in our reports filed or  submitted under the Securities Exchange Act is recorded,  processed, summarized and reported, within the time periods  specified in the Securities and Exchange Commission's rules and  forms. Disclosure controls and procedures include, without  limitation, controls and procedures designed to ensure that  information required to be disclosed in our reports filed under  the Exchange Act is accumulated and communicated to management,  including our Chief Executive Officer and Chief Financial  Officer, to allow timely decisions regarding required  disclosure.

                Based upon an evaluation conducted for the period ended December  31, 2012, Avery Pack who served as our Chief Executive Officer  and Chief Financial Officer (which duties include that of  principal accounting officer) as of December 31, 2012 and as of  the date of this Report, has concluded that as of the end of the  period covered by this report, we have identified the following  material weakness of our internal controls: 

                · Lack of sufficient accounting staff which results in a  lack of segregation of duties necessary for a good system of  internal control                · Need for additional expertise related to changes in  filing requirements

              In  order to remedy our existing internal control deficiencies, as  soon as our finances permit, we will hire a Chief Financial  Officer who will be sufficiently experienced in public company  accounting to implement appropriate procedures for timely and  accurate disclosures 

              **Report  of Management on Internal Control over Financial  Reporting**

              Our  management is responsible for establishing and maintaining  adequate internal control over financial reporting for the  company.

              Our  internal control over financial reporting is a process designed  to provide reasonable assurance regarding the reliability of  financial reporting and the preparation of financial statements  for external purposes in accordance with accounting principles  generally accepted in the United States of America. Our internal  control over financial reporting includes those policies and  procedures that (i) pertain to the maintenance of records  that, in reasonable detail, accurately and fairly reflect the  transactions and dispositions of the assets of the company;  (ii) provide reasonable assurance that transactions are  recorded as necessary to permit preparation of financial  statements in accordance with accounting principles generally  accepted in the United States of America, and that receipts and  expenditures of the company are being made only in accordance  with authorizations of management of the company; and  (iii) provide reasonable assurance regarding prevention or  timely detection of unauthorized acquisition, use, or disposition  of the company's assets that could have a material effect on the  financial statements.

              Because  of its inherent limitations, internal control over financial  reporting may not prevent or detect misstatements. Also,  projections of any evaluation of effectiveness to future periods  are subject to the risk that controls may become inadequate  because of changes in conditions, or that the degree of  compliance with the policies or procedures may deteriorate.

              Management  conducted an evaluation and assessed the effectiveness of our  internal control over financial reporting as of December 31,  2012, based on the criteria set forth by the Committee of  Sponsoring Organizations of Treadway Commission  *in  Internal Control - Integrated Framework* . Based on that  assessment, management concluded that, as of December 31,  2012, our internal control over financial reporting was not  effective because of limited staff and the need for a full-time  chief financial officer.

              This  annual report does not include an attestation report of the  company's registered public accounting firm regarding internal  control over financial reporting. Management's report was not  subject to attestation by the company's registered public  accounting firm pursuant to temporary rules of the Securities and  Exchange Commission that permit the company to provide only  management's report in this annual report.

              **Changes  in Internal Control over Financial Reporting**  

              We  have not yet made any changes in our internal control over  financial reporting that occurred during the period covered  by this report on Form 10-K that has materially affected, or  is reasonably likely to materially affect, our internal  control over financial reporting.

**Item 9B - Other Information**

               None

----

 **PART III**

**Item 10 - Directors, Executive Officers and Corporate  Governance**

              Our  current sole executive officer, key employee and director is:

**
**Name**
 
**Age**
 
**Position**
  
Avery Pack
 
35
 
President, chief executive officer,          chief financial officer and director
**

              The  following is a brief description of the background of our sole  officer-director and executive officer.

               **Avery Pack** has served as our president, chief executive  officer and chief financial officer since our incorporation in  March 2005. From 2001 to 2004, Mr. Pack was the president of  Consolidated Pictures Corp., a Delaware corporation, formed to  develop and produce low-budget motion pictures. From  September 1996 to May 2000, Mr. Pack was a student at Columbia  University where he received his Bachelor of Arts degree in  Visual Arts. By age 15, Mr. Pack had designed, programmed,  produced, published, and distributed award winning computer games  and graphics software; managing and directing an international  team of creative talent: programmers, artists, and musicians, as  well as working with publishers and distributors. Mr. Pack's  development of the graphics manipulation software *MetaMorf*  was influential in reducing the price of software technologies to  the consumer level that were previously available only to the  film and television industries. Mr. Pack also experimented with  alternative methods of software distribution for educational and  entertainment software via linked communities of online users  before the widespread use of the World Wide Web.

**Compliance with Section 16(a) of the Securities Exchange  Act of 1934**

               Section 16(a) of the Securities Exchange Act of 1934 requires our  directors and executive officers and persons who own more than  ten percent of a registered class of our equity securities to  file with the Securities and Exchange Commission initial reports  of ownership and reports of changes in ownership of our  securities. As of the date of this report, our sole director and  officer, Mr. Avery Pack, has made the required filings in a  timely manner.

**Board of Directors and Committees**

               All directors hold office until the next annual meeting of the  shareholders and the election of their successors.  Officers  are elected annually by the board of directors and serve at the  discretion of the board**.**

               Our board of directors plans to establish an audit committee and  a compensation committee at such time as additional persons are  added to our board of directors.

               The audit committee will recommend, to the entire board of  directors, the independent public accountants to be engaged by  us; review the plan and scope of our annual audit; review our  internal controls and financial management policies with our  independent public accountants; and review all related party  transactions.

               The compensation committee will review and recommend, to our  entire board of directors, compensation and benefits to be paid  to our officers and directors; administer our stock option  plan; approve the grant of options under the stock option plan;  and establish and review general policies relating to  compensation and benefits of our employees.

**Code of Business Conduct**

               Effective March 28, 2006, our board of directors adopted a Code  of Business Conduct that applies to, among other persons,  our  president (being our principal executive officer) and  our acting chief financial officer (being our principal financial  and accounting officer), as well as persons performing similar  functions. As adopted, our Code of Business Conduct sets forth  written standards that are designed to deter wrongdoing and to  promote:

               (1) honest and ethical conduct, including the ethical handling of  actual or apparent conflicts of interest between personal and  professional relationships;

               (2) full, fair, accurate, timely and understandable disclosure in  reports and documents that we file with, or submit to, the  Securities and Exchange Commission and in other public  communications made by us;

               (3) compliance with applicable governmental laws, rules and  regulations;

               (4) the prompt internal reporting of violations of the Code of  Business Conduct to an appropriate person or persons identified  in the Code of Business Conduct; and

               (5) accountability for adherence to the Code of Business  Conduct.

              Our  Code of Business Conduct requires, among other things, that all  of our personnel shall be accorded full access to our president  and chief financial officer with respect to any matter which may  arise relating to the Code of Business Conduct. Further, all of  our personnel are to be accorded full access to our board of  directors if any such matter involves an alleged breach of the  Code of Business Conduct by our president or chief financial  officer.

               In addition, our Code of Business Conduct emphasizes that all  employees, and particularly managers and/or supervisors, have a  responsibility for maintaining financial integrity within our  company, consistent with generally accepted accounting  principles, and federal and state securities laws. Any employee  who becomes aware of any incidents involving financial or  accounting manipulation or other irregularities, whether by  witnessing the incident or being told of it, must report it to  his or her immediate supervisor or to our president or chief  financial officer. If the incident involves an alleged breach of  the Code of Business Conduct by the president or chief financial  officer, the incident must be reported to any member of our board  of directors. Any failure to report such inappropriate or  irregular conduct of others is to be treated as a severe  disciplinary matter. It is against our company policy to  retaliate against any individual who reports in good faith the  violation or potential violation of our company's Code of  Business Conduct by another.

            Our Code of Business Conduct is available for viewing at our  website, www.amagalgapix.com.

**Item 11 - Executive Compensation**

**Summary Compensation Table**

               The following table provides summary information for the fiscal  years 2010, 2011 and 2012 concerning cash and non-cash  compensation paid or accrued by us to, or on behalf of, Avery  Pack, our president and chief executive officer. Mr. Pack is our  sole officer.

** 
**Summary Compensation Table**
    
**Annual Compensation**

**Awards**
 
**Payouts**
          
**Name and          Principal Position**
 
**Year**
 
**Salary**
 
**Bonus**
 
**Other Annual****Compensation**
 
**Restricted Stock           Awards**
 
**Securities Underlying           Options/LTIP**           **SARs Payouts**
 
**All Other**           **Compensation**
          
2010
 
                            6,000

(1)

0
 
0
 
0
 
0
 
                    0
  
2011
 
                            6,000

(1)

0
 
0
 
0
 
0
 
                    0
  
2012
 
                  6,000

(1)

0
 
0
 
0
 
0
 
                    0
**

              (1)  All salary was accrued but unpaid.

**Employment Agreements**

               We have not entered into a formal employment agreement with our  sole employee, Avery Pack. Employment arrangements are subject to  the discretion of our board of directors, which currently  consists solely of Mr. Pack.

              On  April 1, 2007, we began to accrue $2,000 per month as  officer's salary for Mr. Pack in his capacity as president. In  January 2009, the salary accrual was reduced to $500 per month.  As of December 31, 2012, the total of accrued but unpaid  officer's salary was $66,000. Also during the production phase of  our feature film from April 1, 2007 through September 30, 2007,  we accrued $4,000 per month as production fees, in  consideration for his providing film making equipment and his  services as the film's producer*.* As of December 31, 2012,  the total of accrued but unpaid production fees was  $24,000.

**Stock Option Plan**

              On  March 18, 2005, our shareholder and director adopted the 2005  Amalgamated Pictures Corp. Stock Option Plan. The plan authorizes  the granting of options to purchase up to 500,000 shares of our  common stock. The board's responsibility will include the  selection of option recipients, as well as, the type of option  granted and the number of shares covered by the option and the  exercise price. No options have been granted under the plan.

              Plan  options may either qualify as non-qualified options or incentive  stock options under Section 422 of the Internal Revenue Code. Any  incentive stock option granted under the plan must provide for an  exercise price of at least 100% of the fair market value on the  date of such grant and a maximum term of ten years. If the  employee owns more than 10% of our stock, the exercise price of  any incentive option granted must be at least 110% of fair market  value and must be exercised within five years after the  grant.

              All  of our officers, directors, key employees and consultants will be  eligible to receive non-qualified options under the plan. Only  officers, directors and persons who are formally employed by  Amalgamated Pictures Corp. are eligible to receive incentive  options.

              All  incentive options are non-assignable and non-transferable, except  by will or by the laws of descent and distribution. If an  optionee's employment is terminated for any reason other than  death or disability, the stock option will lapse on the earlier  of the expiration date or three months following the date of  termination. If the optionee dies during the term of employment,  the stock option will lapse on the earlier of the expiration date  of the option or the date one-year following the date of death.  If the optionee is permanently and totally disabled within the  meaning of Section 22(e)(3) of the Internal Revenue Code, the  plan option will lapse on the earlier of the expiration date of  the option or one year following the date of such disability.

**Item 12 - Security Ownership of Certain Beneficial Owners  and Management**

               As of April 15, 2013, there were 6,459,660 shares of our common  stock issued and outstanding. None of our preferred stock has  been issued. 

               The following table presents certain information regarding  beneficial ownership of our common stock as of April 15, 2013, by  (i) each person known by us to be the beneficial owner of more  than 5% of the outstanding shares of common stock, (ii) each of  our directors, (iii) each named executive officer and (iv) all  directors and executive officers as a group. Unless otherwise  indicated, each person in the table has sole voting and  investment power as to the shares shown.

**
**Name of beneficial owner**
 
**Shares**           **beneficially**           **owned**
 
**Percent**
  
Avery Pack
 
6,250,000
 
96.8%
     
Officers and directors - (1) - as a group
 
6,250,000
 
96.8%
**

              The  address of the director and executive officer is 35 JA Ely Blvd.,  Dania Beach , Florida 33004.

**Indemnification of Directors and Officers**

             Our articles of incorporation and bylaws indemnify our directors  and officers to the fullest extent permitted by Florida  corporation law. Insofar as indemnification for liability arising  under the Securities Act may be permitted to directors, officers,  and controlling persons, we are aware that, in the opinion of the  SEC, such indemnification is against public policy as expressed  in the Securities Act of 1933 and is unenforceable.  At  present, Avery Pack is our sole officer-director.

**Item 13 - Certain Relationships and Related Party  Transactions**

             In connection with organizing our company, on March 18, 2005, we  issued 6,250,000 shares of restricted common stock to Avery Pack,  our president, for $25,000. The shares were issued pursuant to  Section 4(2) of the Securities Act of 1933. The number of shares  has been adjusted for the 10-for-1 forward stock split, which  became effective on February 22, 2008.

               Beginning in March 2005 and continuing through December 31, 2012,  Avery Pack advanced $16,400 to us. The advances are non-interest  bearing, unsecured and due on demand.

              On  April 1, 2007, we began to accrue $2,000 per month as  officer's salary for the Mr. Pack in his capacity as president.  In January 2009, the salary accrual was reduced to $500 per  month. As of December 31, 2012, the total of accrued but unpaid  officer's salary was $66,000. Also during the production phase of  our feature film*,* from April 1, 2007 through September 30,  2007, we accrued $4,000 per month as production fees, in  consideration for his providing film making equipment  and for his services as film producer*.* As of December  31, 2012, the total of accrued but unpaid production  fees was $24,000.

              Additionally,  the principal stockholder provided, without cost to the  Company, office space valued at $200 per month, which totaled  $2,400 for 2012, $2,400 for 2011, and $18,700 from inception. He  also provided, without cost to the Company, his services, valued  at $2,000 per month, for a total of $49,000 from inception  through March 31, 2007.  The combined total of these  expenses, $2,400 for the year ended December 31, 2012, $2,400 for  the year ended December 31, 2011, and $67,700 from inception to  December 31, 2012 is reflected in the statement of operations as  general and administrative expenses with a corresponding  contribution of additional paid-in capital.

**Item 14 - Principal Accountant Fees and Services**

               We were billed by Patrick E. Rodgers, CPA, PA, a total of $2,050  for audit services for the period during and ending December 31,  2012 and $2,500 for audit services for the year ended December  31, 2011.  Patrick E Rodgers, CPA, PA did not provide audit  related services, tax services or any other services in 2011 and  2012.

----

**PART IV**

**Item 15** - **Exhibits, Financial Statement  Schedules**

See Exhibit Index attached to this Form 10-K.

----

**Financial Statements**

**INDEX TO FINANCIAL STATEMENTS**   **Amalgamated Pictures Corp.**   (a development stage company)

| **Report of Independent Registered Public Accounting          Firm**                                                                                                                                                                                                        |   | F-2         |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|
| **Financial Statements:**          Balance Sheets as of  December 31, 2012 and December          31, 2011                                                                                                                                                              |   | F-3         |
| Statement of Operations                 For years ended          December 31, 2012 and December 31, 2011 and                 for period from          March 18, 2005 (Inception) through December 31, 2012 |   | F-4         |
| Statement of Cash Flows                 For years ended          December 31, 2012 and December 31, 2011 and                 for period from          March 18, 2005 (Inception) through December 31, 2012      |   | F-5         |
| Statement of Changes in Stockholders' Equity          (Deficiency)                 for period from          March 18, 2005 (Inception) through December 31, 2012                                                                         |   | F-6         |
| Notes to Financial Statements                                                                                                                                                                                                                                               |   | F-7 to F-12 |

----

**REPORT OF INDEPENDENT REGISTERED PUBLIC  ACCOUNTING FIRM**

**Years Ended December 31, 2012 and  2011**

Board of Directors and Shareholders  Amalgamated Pictures Corp.  Dania Beach, Florida

I have audited the accompanying balance sheets of Amalgamated  Pictures Corp., a development stage company, (the "Company") as  of December 31, 2012 and 2011 and the related statements of  operations, stockholders' equity and cash flows for the years  then ended. These financial statements are the responsibility of  the Company's management. My responsibility is to express an  opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the  Public Company Accounting Oversight Board (United States). Those  standards require that I plan and perform the audit to obtain  reasonable assurance about whether the financial statements are  free of material misstatements. I was not engaged to perform an  audit of its internal control over financial reporting. My audits  included consideration of internal control over financial  reporting as a basis for designing audit procedures that are  appropriate in the circumstances, but not for the purpose of  expressing an opinion on the effectiveness of the Company's  internal control over financial reporting. Accordingly, I express  no such opinion. An audit includes examining, on a test basis,  evidence supporting the amounts and disclosures in the financial  statements. An audit also includes assessing the accounting  principles used and significant estimates made by management, as  well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my  opinion.  In my opinion, these financial statements present fairly, in all  material respects, the financial position of Amalgamated Pictures  Corp. as of December 31, 2012 and 2011 and the results of its  operations and its cash flows for the years then ended  in  conformity with accounting principles generally accepted in the  United States. 

| /s/ Patrick E. Rodgers, CPA, PA                               |
|---------------------------------------------------------------|
|                                                               |
| Patrick E. Rodgers, CPA, PA        Altamonte Springs, Florida |

  April 15, 2013

F-2

----

| **Amalgamated Pictures Corp.**            (a development stage company)

**Balance Sheet**s |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                  |
|                                                                                                  |   |   |   |   | **December  31,            2012** |   |   |   |   | **December 31,            2011** |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |   |  |   |   |   |
| **ASSETS**                                                                                            |
| Current assets:                                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   | Cash and cash equivalents |   | $ | 42,918 |   |   |   |   | $ | 44,763 |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                  | Total current assets |   |   | 42,918 |   |   |   |   |  44,763 |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |  |   |   |   |
| Capitalized Film Costs                                                                                |   |   | 33,399 |   |   |   |   |   | 33,399 |   |   |   |
|                                                                                                  |   |  |   |   |   |   |  |   |   |   |
| Total Assets                                                                                          |   | $ | 76,317 |   |   |   |   | $ | 78,162 |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS'          DEFICIENCY**                                                 |
|                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current liabilities:                                                                                  |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   | Accounts payable |   | $ | 20 |   |   |   |   | $ | 20 |   |   |   |
|                                                                                                  |   | Accrued officer's salaries and producer's           fees |   |   | 90,000 |   |   |   |   |   | 84,000 |   |   |   |
|                                                                                                       |  | Advances from stockholder due on demand |  |  | 16,400 |  |  |  |  |  | 16,100 |  |  |  |
|                                                                                                  |   |   |   |  |   |   |   |   |  |   |   |   |
|                                                                                                  | Total Current Liabilities |   |   | 106,420 |   |   |   |   |          100,120 |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |  |   |   |   |
|                                                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stockholders' deficiency:                                                                             |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   | Preferred stock par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   |   | Authorized 5,000,000 shares,          Issued and outstanding, none |   |   | - |   |   |   |   |          - |   |   |   |
|                                                                                                  |   | Common stock, par value $0.0001 |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   |   | Authorized 50,000,000 shares,          Issued and outstanding, 6,459,660 shares |   |   | 646 |   |   |   |   |                  646 |   |   |   |
|                                                                                                  |   | Additional paid-in capital |   |   | 126,955 |   |   |   |   | 124,555 |   |   |   |
|                                                                                                  |   | Deficit accumulated during development stage |   |   | (157,704 | ) |   |   |   |  (147,159 | ) |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |   |  |   |   |   |
| Total stockholders' deficiency                                                                        |   |   | (30,103 | )  |   |   |   | (21,958 | )  |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |  |   |   |   |
| Total Liabilities and Stockholders' Deficiency                                                        |   | $ | 76,317 |   |   |   |   | $ | 78,162 |   |   |   |
|                                                                                                  |   |   |   |   |  |   |   |   |  |   |   |   |

See Notes to Financial Statements

F-3

----

**Amalgamated Pictures Corp.**   (a development stage company)**Statements of Operations**

|                                                                                 |   | **For  the          Year  Ended****December 31,          2012**                                        |   |   |    | **For  the          Year Ended****December 31,          2011** |   |   |   | **For  the Period          March 18,          2005          (inception) to****December 31,          2012** |   |
|--------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------|--------|--------|---------|---------------------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------|--------|
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
| Net sales                                                                            | $      |  -                                                                                                          |   |   |  $ |  -                                                             |   |   | $      | -                                                                                                               |   |
| Costs applicable to sales and revenue                                                |   |  -                                                                                                          |   |   |    | -                                                                   |   |   |   |  -                                                                                                         |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
| Gross profit                                                                         |   |  -                                                                                                          |   |   |    |  -                                                             |   |   |   | -                                                                                                               |   |
|                                                                                 |   |                                                                                                             |   |   |    |                                                                |   |   |   |                                                                                                            |   |
| Expenses                                                                             |   |                                                                                                             |   |   |    |                                                                |   |   |   |                                                                                                            |   |
|                   General and administrative |   |                           10,750 |   |   |    | 10,780                                                              |   |   |   | 161,726                                                                                                         |   |
|                   Organization expense       |   | -                                                                                                                |   |   |    | -                                                                   |   |   |   |  140                                                                                                       |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
|                    Total expenses       |   | 10,750                                                                                                           |   |   |    | 10,780                                                              |   |   |   | 161,866                                                                                                         |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
| Loss before income taxes and interest income                                         |   |  (10,750                                                                                                    | )      |   |    | (10,780                                                             | )      |   |   | (161,866                                                                                                        | )      |
|                                                                                 |   |                                                                                                             |   |   |    |                                                                |   |   |   |                                                                                                            |   |
| Interest income                                                                      |   | 205                                                                                                              |   |   |    | 375                                                                 |   |   |   | 4,162                                                                                                           |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
|                                                                                 |   | (10,545                                                                                                          | )      |   |    | (10,405                                                             | )      |   |   | (157,704                                                                                                        | )      |
| Income taxes                                                                         |   |  -                                                                                                          |   |   |    |  -                                                             |   |   |   |  -                                                                                                         |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
| Net loss                                                                             | $      | (10,545                                                                                                          | )      |   |  $ |  (10,405                                                       | )      |   | $      | (157,704                                                                                                        | )      |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                                 |   |
| Basic net loss per share                                                             | $      | (0.00                                                                                                            | )      |   |  $ |      (0.00                                      | )      |   |   |                                                                                                            |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                            |   |
| Weighted average common shares outstanding                                           |   | 6,459,660                                                                                                        |   |   |    |  6,459,660                                                     |   |   |   |                                                                                                            |   |
|                                                                                 |   |                                                                                                                  |   |   |    |                                                                     |   |   |   |                                                                                                            |   |

See Notes to Financial Statements

F-4

----

**Amalgamated Pictures Corp.**  (a development stage company)

**Statements of Cash Flows**

|                                                                                           |   | **For the Year****Ended****December  31,****2012** |    |    |   | **For the Year          Ended****December 31,****2011** |   |    |   | **For the Period****March 18,****2005****(inception) to****December  31,****2012** |    |
|------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|---------|---------|--------|---------------------------------------------------------|--------|---------|--------|-----------------------------------------------------------------------------------------|---------|
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash flows from operating activities:                                                          |   |                                                    |    |    |   |                                                    |   |    |   |                                                                                    |    |   |
|                                                                                           |   |                                                    |    |    |   |                                                    |   |    |   |                                                                                    |    |   |
|      Net loss                                                         |   | $                                                       | (10,545 | )  |   |                                                    | $      | (10,405 | )      |                                                                                    |    | $ | (157,704 | ) |
|      Fair value of office space          provided by principal stockholder |   |                                                    | 2,400   |    |   |                                                    | 2,400  |    |   |                                                                                    | 18,700  |   |
|      Fair value of services          provided by principal stockholder     |   |                                                    | -       |    |   |                                                    | -      |    |   |                                                                                    | 49,000  |   |
|      Increase of deferred          expenses paid in cash              |   |                                                    | -       |    |   |                                                    | -      |    |   |                                                                                    | ( 3,175 | ) |
|      Increase (decrease) of          accounts payable                      |   |                                                    | -       |    |   |                                                    | -      |    |   |                                                                                    | 20      |   |
|      Increase of accrued officer's          salary                         |   |                                                    | 6,000   |    |   |                                                    | 6,000  |    |   |                                                                                    | 66,000  |   |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash used in operating activities                                                              |   | (2,145                                                  | )       |    |   | (2,005                                                  | )      |    |   | (27,159                                                                                 | )       |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash flows from investing activities:                                                          |   |                                                    |    |    |   |                                                    |   |    |   |                                                                                    |    |
|      Investment in film          production                                |   | -                                                       |    |    |   | -                                                       |   |    |   | (9,399                                                                                  | )       |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash used in investing activities                                                              |   | -                                                       |    |    |   | -                                                       |   |    |   | (9,399                                                                                  | )       |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash flows from financing activities:                                                          |   |                                                    |    |    |   |                                                    |   |    |   |                                                                                    |    |
|      Proceeds from the          issuance of common stock              |   |                                                    | -       |    |   |                                                    | -      |    |   |                                                                                    | 63,076  |   |
|      Advance from          stockholder                                |   |                                                    | 300     |    |   |                                                    | 300    |    |   |                                                                                    | 16,400  |   |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash generated from financing activities                                                       |   |                                                    | 300     |    |   |                                                    | 300    |    |   |                                                                                    | 79,476  |   |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Change in cash                                                                                 |   |                                                    | (1,845  | )       |   |                                                    | (1,705 | )  |   |                                                                                    | 42,918  |   |
| Cash – beginning                                                                         |   |                                                    | 44,763  |    |   |                                                    | 46,468 |    |   |                                                                                    | -       |   |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |
| Cash – end                                                                               |   | $                                                       | 42,918  |    |   |                                                    | $      | 44,763  |   |                                                                                    |    | $ | 42,918 |   |
|                                                                                           |   |                                                         |    |    |   |                                                         |   |    |   |                                                                                         |    |

See Notes to Financial Statements

F-5

----

**Amalgamated Pictures Corp.**   (a development stage company)

 **Statement of Changes in Stockholders'  Equity (Deficiency)**   **For the period March 18, 2005 (inception) to December  31, 2012**

|                                                                                                                                                                       |   |          | **Common Stock** |   |       |    | **Additional**           **paid-in**           **capital** |   |        | **Deficit**           **accumulated****during****development****stage** |   |         |         | **Total** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------------|--------|------------|---------|----------------------------------------------------------------------|--------|-------------|------------------------------------------------------------------------------|--------|--------------|--------------|-----------|--------|
|                                                                                                                                                                       |   |          |                  |   |       |    |                                                                 |   |        |                                                                         |   |         |
|                                                                                                                                                                       |   |          | **Shares**       |   | **Amount** |    |                                                                 |   |        |                                                                         |   |         |         |      |
|                                                                                                                                                                       |   |          |                  |   |            |    |                                                                 |   |             |                                                                         |   |              |         |      |   |  |   |
| Issued to founder for cash at $0.004 per share on          March 18, 2005                                                                                                  |   | 6,250,000     |             | $      | 625        |    |                                                                 | $      | 24,375      |                                                                         |   |         |         |      | $      | 25,000 |   |
| Issued for legal services, amount recorded based on          the fair value of               stock at $0.004 per share          on March 18, 2005 |   | 135,000       |             |   | 13         |    |                                                                 |   | 527         |                                                                         |   |         |         |      |   | 540 |   |
| Fair value of services and office space, provided by          principal shareholder,               recorded as contributed          capital       |   |          |             |   |       |    |                                                                 |   | 20,900      |                                                                         |   |         |         |      |   | 20,900 |   |
| Net loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         | $      | (20,792      | )            |      |   | (20,792 | ) |
|                                                                                                                                                                       |   |               |             |   |            |    |                                                                 |   |             |                                                                         |   |              |         |      |   |  |   |
| **Balance December 31, 2005**                                                                                                                                              |   | **6,385,000** |             |   | **638**    |    |                                                                 |   | **45,802**  |                                                                         |   | **(20,792**  | **)**        |      |   | **25,648** |   |
| Fair value of services and office space, provided by          principal shareholder, recorded as contributed          capital                                         |   |          |             |   |       |    |                                                                 |   | 26,400      |                                                                         |   |         |         |      |   | 26,400 |   |
| Net loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   | (29,683      | )            |      |   | (29,683 | ) |
|                                                                                                                                                                       |   |               |             |   |            |    |                                                                 |   |             |                                                                         |   |              |         |      |   |  |   |
| **Balance December 31, 2006**                                                                                                                                              |   | **6,385,000** |             |   | **638**    |    |                                                                 |   | **72,202**  |                                                                         |   | **(50,475**  | **)**        |      |   | **22,365** |   |
| Issued for cash at $0.51 per unit                                                                                                                                          |   |          | 74,660           |   |       | 8       |                                                                 |   |        | 38,069                                                                       |   |         |         |      |   |   | 38,076 |   |
| Record deferred offering costs as reduction of          additional paid-in capital                                                                                         |   |          |             |   |       |    |                                                                 |   |        | (3,716                                                                       | )      |         |         |      |   |   | (3,716 | ) |
| Fair value of services and office space, provided by          principal shareholder, recorded as contributed          capital                                         |   |          |             |   |       |    |                                                                 |   |        | 8,400                                                                        |   |         |         |      |   |   | 8,400 |   |
| Net loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   |         | (29,541      | )         |   |   | (29,541 | ) |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |
| **Balance December 31, 2007**                                                                                                                                              |   |          | **6,459,660**    |   |       | **646** |                                                                 |   |        | **114,955**                                                                  |   |         | **(80,016**  | **)**     |   |   |  **35,585** |   |
| Fair value of office space, provided by principal          shareholder,          recorded as contributed capital                                                           |   |          |             |   |       |    |                                                                 |   | 2,400       |                                                                         |   |         |         |      |   | 2,400 |   |
| Net loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   | (34,101      | )            |      |   | (34,101 | ) |
|                                                                                                                                                                       |   |               |             |   |            |    |                                                                 |   |             |                                                                         |   |              |         |      |   |  |   |
| **Balance December 31, 2008**                                                                                                                                              |   | **6,459,660** |             |   | **646**    |    |                                                                 |   | **117,355** |                                                                         |   | **(114,117** | **)**        |      |   | **3,884** |   |
| Fair value of office space, provided by principal          shareholder, recorded as contributed capital                                                               |   |          |             |   |       |    |                                                                 |   |        | 2,400                                                                        |   |         |         |      |   |   | 2,400 |   |
| Net Loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   |         | (11,550      | )         |   |   | (11,550 | ) |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |
| **Balance December 31, 2009**                                                                                                                                              |   |          | **6,459,660**    |   |            | **646** |                                                                 |   |        | **119,755**                                                                  |   |         | **(125,667** | **)**     |   |   | **(5,266** | **)** |
| Fair value of office space, provided by principal          shareholder,  recorded as contributed capital                                                              |   |          |             |   |       |    |                                                                 |   |        | 2,400                                                                        |   |         |         |      |   |   | 2,400 |   |
| Net Loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   |         | (11,087      | )         |   |   | (11,087 | ) |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |
| **Balance December 31, 2010**                                                                                                                                              |   |          | **6,459,660**    |   |            | **646** |                                                                 |   |        | **122,155**                                                                  |   |         | **(136,754** | **)**     |   |  | **(13,953** | **)** |
| Fair value of office space, provided by principal          shareholder,          recorded as contributed capital                                                           |   |          |             |   |       |    |                                                                 |   |        | 2,400                                                                        |   |         |         |      |   |   | 2,400 |   |
| Net Loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   |         | (10,405      | )         |   |   | (10,405 | ) |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |
| **Balance December 31, 2011**                                                                                                                                              |   |          | **6,459,660**    |   |            | **646** |                                                                 |   |        | **124,555**                                                                  |   |         | **(147,159** | **)**     |   |  | **(21,958** | **)** |
| Fair value of office space, provided by principal          shareholder, recorded as contributed capital                                                                    |   |          |             |   |       |    |                                                                 |   |        | 2,400                                                                        |   |         |         |      |   |   | 2,400 |   |
| Net Loss                                                                                                                                                                   |   |          |             |   |       |    |                                                                 |   |        |                                                                         |   |         | (10,545      | )         |   |   | (10,545 | ) |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |
| **Balance December 31, 2012**                                                                                                                                              |   |          | **6,459,660**    |   |       | **646** |                                                                 |   | **$**       | **126,955**                                                                  |   | **$**        | **(157,704** | **)**     |   |   | **(30,103** | **)** |
|                                                                                                                                                                       |   |          |                  |   |       |         |                                                                 |   |        |                                                                              |   |         |              |      |   |   |  |   |

See Notes to Financial Statements

F-6

----

**AMALGAMATED PICTURES CORP.**   (a development stage company)

 Notes to Financial Statements    December 31, 2012

**1.     ****Nature of  Development Stage Operations**

Amalgamated Pictures Corp., (the "Company") was formed on  March 18, 2005 as a Florida corporation. The Company has been  organized with the intent to operate in the entertainment  industry, specifically, in connection with the development,  production, marketing and distribution of low-budget digital  films. The Company's activities to date have consisted primarily  of organizational and equity fund-raising activities and  producing its first film. The Company has not yet commenced its  principal revenue producing activities.

On January 10, 2008, the Company formed, as a wholly owned  subsidiary, Abbreviated Pictures Corp. The new corporation will  focus on short-form films suitable for Internet distribution.

The Company has chosen December 31 as the end of its fiscal  year.

**2.     ****Summary of  Significant Accounting Policies**

**Use of estimates**

The preparation of financial statements in conformity with  generally accepted accounting principles requires management to  make estimates and assumptions that affect certain reported  amounts of assets and liabilities at the date of the financial  statements, as well as their related disclosures.  Such  estimates and assumptions also affect the reported amounts of  revenues and expenses during the reporting period.  Actual  results could significantly differ from those estimates.

**Cash and cash equivalents**

The Company considers short-term interest bearing investments  with initial maturities of three months or less to be cash  equivalents. Cash and cash equivalents consist of cash in banks,  free credit on investment accounts and money market accounts.

**Foreign currency translation**

The Company complies with Financial Accounting Standard Board  ("FASB") Accounting Standards Codification ("ASC") Topic 830,  "foreign Currency Maters." Monetary items are translated at the  exchange rate in effect at the balance sheet date; non-monetary  items are translated at historical exchange rates. Income and  expense items are translated at the average exchange rate for the  year. Transaction gains and losses that arise from exchange rate  fluctuations on transactions denominated in a currency other than  the functional currency are included in the results of operations  as incurred.

**Revenue recognition**

In accordance with the FASB ASC Topic 605, "Revenue  Recognition," the Company recognizes revenue when persuasive  evidence of an arrangement exists, delivery has occurred, the  sales price is fixed or determinable, and collectability is  reasonably assured.

**Capitalized Film Costs**

Capitalized film costs consist of investments in films  which include the unamortized costs of completed films which have  been produced by the Company. Capitalized costs include all  direct production and financing costs, and production overhead.  Costs of acquiring and producing films are amortized using the  individual-film-forecast method, whereby these costs are  amortized and participation and residual costs are accrued in the  proportion that current year's revenue bears to management's  estimate of ultimate revenue at the beginning of the current year  expected to be recognized from the exploitation, exhibition or  sale of the films.

Ultimate revenue includes estimates over a period not to  exceed ten years following the date of initial release.

Capitalized film costs are stated at the lower of amortized  cost or estimated fair value on an individual film basis. The  valuation of investment in films is reviewed on a title-by-title  basis, when an event or changes in circumstances indicated that  the fair value of a film is less than its unamortized cost. The  fair value of the film is determined using management's future  revenue and cost estimates. Additional amortization is recorded  in the amount by which the unamortized costs exceed the estimated  fair value of the film.  Estimates of future revenue involve  measurement uncertainty and it is therefore possible that  reductions in the carrying value of investment in films may be  required as a consequence of changes in management's future  revenue estimates. 

F-7

----

**AMALGAMATED PICTURES CORP.**  (a development stage company)

 Notes to Financial Statements  (Continued)   December 31, 2012

**Property and equipment**

Property and equipment is stated at cost less accumulated  depreciation.  Depreciation is computed using the  straight-line method over the estimated useful lives of the  assets. Repairs and maintenance are expensed as incurred while  betterments and improvements are capitalized. When items are sold  or retired, the related cost and accumulated depreciation is  removed from the accounts and any gain or loss is included in  operations.

The Company provides for depreciation and amortization over  the following estimated useful lives:

| Furniture and fixtures  | 5-7 | years |
|-------------------------|-----|-------|
| Building                | 39  | years |
| Land improvements       | 10  | years |
| Machinery and equipment | 5-7 | years |
| Computer equipment      | 3   | years |
| Office equipment        | 7   | years |
| Trucks and trailers     | 5   | years |

**Long-Lived Assets**

In accordance with FASB ASC Topic 360 "Property, Plant, and  Equipment," the Company records impairment losses on long-lived  assets used in operations when indicators of impairment are  present and the undiscounted cash flows estimated to be generated  by those assets are less than the assets' carrying  amounts. 

**Fair Value of Financial Instruments**

The fair values of the Company's assets and liabilities that  qualify as financial instruments under FASB ASC Topic 825,  "Financial Instruments," approximate their carrying amounts  presented in the accompanying balance sheet at December 31, 2010  and 2009.

**Inventories**

Inventory is valued at the lower of cost or market, cost being  determined by the first-in, first-out (FIFO) method. Obsolete  items are carried at estimated net realizable value.

**Earnings per share**

The Company complies with the accounting and disclosure  requirements of FASB ASC 260, "Earnings Per Share." Basic  earnings per common share ("EPS") calculations are determined by  dividing net income by the weighted average number of shares of  common stock outstanding during the year.  Diluted earnings  per common share calculations are determined by dividing net  income by the weighted average number of common shares and  dilutive common share equivalents outstanding.  During  periods when common stock equivalents, if any, are anti-dilutive  they are not considered in the computation.

**Income Taxes**

The Company accounts for income taxes in accordance with FASB  ASC Topic 740 "Income Taxes," which requires accounting for  deferred income taxes under the asset and liability method.   Deferred income tax asset and liabilities are computed for  difference between the financial statement and tax bases of  assets and liabilities that will result in taxable or deductible  amounts in the future based on the enacted tax laws and rates  applicable to the periods in which the differences are expected  to affect taxable income.  Valuation allowances are  established, when necessary, to reduce the deferred income tax  assets to the amount expected to be realized.

In accordance with GAAP, the Company is required to determine  whether a tax position of the Company is more likely than not to  be sustained upon examination by the applicable taxing authority,  including resolution of any related appeals or litigation  processes, based on the technical merits of the position. The  Company files an income tax return in the U.S. federal  jurisdiction, and may file income tax returns in various U.S.  state and local jurisdictions.  The tax benefit to be  recognized is measured as the largest amount of benefit that is  greater than fifty percent likely of being realized upon ultimate  settlement.  De-recognition of a tax benefit previously  recognized could result in the Company recording a tax liability  that would reduce net assets. This policy also provides guidance  on thresholds, measurement, de-recognition, classification,  interest and penalties, accounting in interim periods,  disclosure, and transition that is intended to provide better  financial statement comparability among different entities.   It must be applied to all existing tax positions upon initial  adoption and the cumulative effect, if any, is to be reported as  an adjustment to stockholder's equity as of January 1, 2010.

Based on its analysis, the Company has determined that the  adoption of this policy did not have a material impact on the  Company's financial statements upon adoption. However,  management's conclusions regarding this policy may be subject to  review and adjustment at a later date based on factors including,  but not limited to, on-going analyses of and changes to tax laws,  regulations and interpretations thereof.

F-8

----

**AMALGAMATED PICTURES CORP.**  (a development stage company)

 Notes to Financial Statements  (Continued)   December 31, 2012

**Interest and Penalty Recognition on Unrecognized Tax  Benefits**

The Company recognizes interest accrued related to  unrecognized tax benefits in interest expense and penalties in  operating expenses.

**Comprehensive Income**

The Company complies with FASB ASC Topic 220, "Comprehensive  Income," which establishes rules for the reporting and display of  comprehensive income (loss) and its components.  FASB ASC  Topic 220 requires the Company' to reflect as a separate  component of stockholders' equity items of comprehensive  income.

**Stock-Based Compensation**

The Company complies with FASB ASC Topic 718, "Compensation  – Stock Compensation," which establishes standards for the  accounting for transactions in which an entity exchanges its  equity instruments for goods or services.  It also addresses  transactions in which an entity incurs liabilities in exchange  for goods or services that are based on the fair value of the  entity's equity instruments or that may be settled by the  issuance of those equity instruments. FASB ASC Topic 718focuses  primarily on accounting for transactions in which an entity  obtains employee services in share-based payment  transactions.  FASB ASC Topic 718 requires an entity to  measure the cost of employee services received in exchange for an  award of equity instruments based on the grant-date fair value of  the award (with limited exceptions).  That cost will be  recognized over the period during which an employee is required  to provide service in exchange for the award the requisite  service period (usually the vesting period).  No  compensation costs are recognized for equity instruments for  which employees do not render the requisite service.  The  grant-date fair value of employee share options and similar  instruments will be estimated using option-pricing models  adjusted for the unique characteristics of those instruments  (unless observable market prices for the same or similar  instruments are available).  If an equity award is modified  after the grant date, incremental compensation cost will be  recognized in an amount equal to the excess of the fair value of  the modified award over the fair value of the original award  immediately before the modification. No stock options or  restricted stock awards were issued to employees or non-employees  during the years ended December 31, 2011 and 2012; as a result,  the Company recorded no compensation expense for stock options or  restricted stock awards under FASB ASC 718.

**Valuation of Investments in Securities at Fair  Value—Definition and Hierarchy**

FASB ASC Topic 820 "Fair Value Measurements and Disclosures"  provides a framework for measuring fair value under generally  accepted accounting principles in the United States and requires  expanded disclosures regarding fair value  measurements.  ASC 820 defines fair value as the  exchange price that would be received for an asset or paid to  transfer a liability (i.e., the "exit price") in an orderly  transaction between market participants at the measurement  date. 

In determining fair value, the Company uses various valuation  approaches.  In accordance with GAAP, a fair value hierarchy  for inputs is used in measuring fair value that maximizes the use  of observable inputs and minimizes the use of unobservable inputs  by requiring that the most observable inputs be used when  available.  Observable inputs are those that market  participants would use in pricing the asset or liability based on  market data obtained from sources independent of the  Company.  Unobservable inputs reflect the Company's  assumptions about the inputs market participants would use in  pricing the asset or liability developed based on the best  information available in the circumstances.  FASB ASC Topic  820 establishes a three-tiered fair value hierarchy that  prioritizes inputs to valuation techniques used in fair value  calculations, as follows:

*Level 1* - Valuations based on unadjusted quoted prices  in active markets for identical assets or liabilities that the  Company has the ability to access.  Valuation adjustments  and block discounts are not applied to Level 1 securities.   Since valuations are based on quoted prices that are readily and  regularly available in an active market, valuation of these  securities does not entail a significant degree of judgment.

*Level 2* - Valuations based on quoted prices in markets  that are not active or for which all significant inputs are  observable, either directly or indirectly.

*Level 3 -* Valuations based on inputs that are  unobservable and significant to the overall fair value  measurement.

The availability of valuation techniques and observable inputs  can vary from security to security and is affected by a wide  variety of factors including, the type of security, whether the  security is new and not yet established in the marketplace, and  other characteristics particular to the transaction.  To the  extent that valuation is based on models or inputs that are less  observable or unobservable in the market, the determination of  fair value requires more judgment.  Those estimated values  do not necessarily represent the amounts that may be ultimately  realized due to the occurrence of future circumstances that  cannot be reasonably determined.

F-9

----

**AMALGAMATED PICTURES CORP.**  (a development stage company)

 Notes to Financial Statements  (Continued)   December 31, 2012

Because of the inherent uncertainty of valuation, those  estimated values may be materially higher or lower than the  values that would have been used had a ready market for the  securities existed. Accordingly, the degree of judgment exercised  by the Company in determining fair value is greatest for  securities categorized in Level 3. In certain cases, the inputs  used to measure fair value may fall into different levels of  the fair value hierarchy. In such cases, for disclosure  purposes, the level in the fair value hierarchy within which the  fair value measurement in its entirety falls is determined based  on the lowest level input that is significant to the fair value  measurement.

Fair value is a market-based measure considered from the  perspective of a market participant rather than an  entity-specific measure.  Therefore, even when market  assumptions are not readily available, the Company's own  assumptions are set to reflect those that market participants  would use in pricing the asset or liability at the measurement  date.  The Company uses prices and inputs that are current  as of the measurement date, including periods of market  dislocation.  In periods of market dislocation, the  observability of prices and inputs may be reduced for many  securities.  This condition could cause a security to be  reclassified to a lower level within the fair value  hierarchy.

**Valuation Techniques**

The Company values investments in securities that are freely  tradable and are listed on a national securities exchange or  reported on the NASDAQ national market at their last sales price  as of the last business day of the year. 

**Government Bonds**

The fair value of sovereign government bonds is generally  based on quoted prices in active markets. When quoted prices are  not available, fair value is determined based on a valuation  model that uses inputs that include interest-rate yield curves,  cross-currency-basis index spreads, and country credit spreads  similar to the bond in terms of issuer, maturity and  seniority.

**Certificate of Deposits**

The fair values of the bank certificate of deposits are based  on the face value of the certificate of deposits

**Recently Adopted Accounting Pronouncements**

On June 16, 2011, the FASB issued ASU No. 2011-05,  "Presentation of Comprehensive Income (Topic 220)," which  requires companies to report total net income, each component of  comprehensive income, and total comprehensive income on the face  of the income statement, or as two consecutive statements. The  components of comprehensive income will not be changed, nor does  the ASU affect how earnings per share is calculated or reported.  These amendments will be reported retrospectively upon adoption.  The adoption of the ASU will be required for the Company’s  March 31, 2012 quarterly filing, and is not expected to have a  material impact on the Company.

In May 2011, the FASB issued an accounting standard  update which works to achieve common fair value measurement and  disclosure requirements in GAAP and International Financial  Reporting Standards. The update both clarifies the FASB’s  intent about the application of existing fair value guidance, and  also changes certain principles regarding measurement and  disclosure.  The update is effective prospectively and is  effective for annual periods beginning after December 15, 2011.  Early application is permitted for interim periods beginning  after December 15, 2011. The Company is currently evaluating the  effect the update will have on its consolidated financial  statements.

F-10

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**AMALGAMATED PICTURES CORP.**  (a development stage company)

 Notes to Financial Statements  (Continued)   December 31, 2012

**Concentration of Credit Risk**

The Company maintains its cash and cash equivalents in bank  deposit accounts, which, at times may exceed federally insured  limits.  The Company has not experienced any losses in such  accounts.  Management believes the Company is not exposed to  any significant credit risk related to cash and cash  equivalents.

**3.         Capitalized  Film Costs**

During the year ended December 31, 2007, the Company  capitalized $33,399 of expenses in connection with the making of  the film, *Foreign Devils.* The carrying value of the entire  amount of capitalized film costs consists of films in process at  December 31, 2012. The Company plans to continue to actively  market the film in the U.S. and other markets.

**4.         Related  Party Transactions**

Beginning in March 2005 and continuing through December 31,  2012, the Company's principal stockholder advanced $16,400 to the  Company. The advances are non-interest bearing, unsecured and due  on demand.

The principal stockholder provided, without cost to the  Company, office space valued at $200 per month, which totaled  $2,400 for 2012, $2,400 for 2011, and $18,700 from inception. He  also provided, without cost to the Company, his services, valued  at $2,000 per month, for a total of $49,000 from inception  through March 31, 2007.  The combined total of these  expenses, $2,400 for the year ended December 31, 2012, $2,400 for  the year ended December 31, 2011, and $67,700 from inception to  December 31, 2012 is reflected in the statement of operations as  general and administrative expenses with a corresponding  contribution of additional paid-in capital.

On April 1, 2007, the Company began to accrue $2,000 per  month as officer's salary for the principal stockholder in  his capacity as president. In January 2009, the salary accrual  was reduced to $500 per month. As of December 31, 2012, the total  of accrued but unpaid officer's salary was $66,000. Also during  the production phase of motion picture development*,* from  April 1, 2007 through September 30, 2007, the Company accrued  $4,000 per month as production fees for the principal  stockholder's providing film making equipment and for his  services as film producer*.* As of December 31, 2012, the  total of accrued but unpaid production fees was  $24,000.

**5.         Income  Taxes**

The Company has approximately $50,000 in net operating loss  carryovers available to reduce future income taxes, resulting in  deferred tax assets of approximately $16,000. These carryovers  expire in 2032. The Company has adopted SFAS 109 which provides  for the recognition of a deferred tax asset based upon the value  the loss carryforwards will have to reduce future income taxes  and management's estimate of the probability of the realization  of these tax benefits. The Company has determined it more likely  than not that these timing differences will not materialize and  has provided a valuation allowance against substantially all of  its net deferred tax asset.

**6.          Stockholders' Equity**

**Description of Securities**

***Common Stock***

The Company is authorized to issue 50,000,000 shares of common  stock, with par value of $0.0001 per share. As of December 31,  2012 and December 31, 2011, 6,459,660 shares of common stock,  were issued and outstanding. The number of issued and outstanding  shares has been retroactively adjusted for a 10-for-1 forward  split, which became effective on February 22, 2008. The stock  split was accomplished by the issuance of nine additional shares  for each share owned as of the record date. All references as to  the shares of the Company's common stock, since inception, have  been restated to reflect the stock split.

Holders of common stock are entitled to receive dividends,  when and if declared by the board of directors, subject to prior  rights of holders of any preferred stock then outstanding and to  share ratably in the net assets of the company upon liquidation.  Holders of common stock do not have preemptive or other rights to  subscribe for additional shares. The articles of incorporation do  not provide for cumulative voting. Shares of common stock have  equal voting, dividend, liquidation and other rights, and have no  preference, exchange or appraisal  rights.      

***Preferred Stock***

The Company is authorized to issue 5,000,000 shares of  preferred stock with par value of $0.0001 per share. As of  December 31, 2012, no shares of preferred stock had been issued.  The articles of incorporation provide that the Company's board of  directors, without shareholder approval, is authorized to issue  the preferred stock in one or more series and can fix the number  of shares constituting any series, and can fix the terms,  including the rights pertaining to dividends, conversions,  voting, redemption and liquidation.

F-11

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**AMALGAMATED PICTURES CORP.**   (a development stage company)

 Notes to Financial Statements  (Continued)   December 31, 2012

***Warrants***

As of December 31, 2012, there were 74,660 Class A warrants  outstanding. Each warrant grants the holder, until December 31,  2013, the right to purchase one share of the Company's common  stock at $0.60 per share. The number of warrants and the exercise  price of the warrants have been retroactively adjusted because of  the stock split described above in *Note 6 - Stockholders'  Equity - Description of Securities - Common Stock.*

**Securities Issued for Cash**

On March 18, 2005, the Company issued 6,250,000 shares of  common stock, which are restricted as to transferability, to its  founder and president for $25,000 cash. The number of shares has  been retroactively adjusted because of the stock split described  above in *Note 4 - Stockholders' Equity - Description of  Securities - Common Stock.*

On December 31, 2007, the Company completed its initial public  offering of units consisting of one share of common stock and one  Class A warrant. The Company sold a total of 74,660 units at  $0.51 per unit. The Company received $38,076, as gross  proceeds of the offering, and $34,360 as net proceeds. The  expenses of the offering, $3,716, were initially recorded as  *Deferred offering costs.* Upon completion of the offering,  *Deferred offering costs* was reclassified as a reduction of  *Additional paid-in capital*. The number of units and price  per unit have been retroactively adjusted because of the stock  split described above in *Note 6 - Stockholders' Equity -  Description of Securities - Common Stock.*

**Common Stock Issued for Services**

On March 18, 2005, the Company issued 135,000 shares of common  stock, which were initially restricted as to transferability, for  legal services in connection with the Company's public offering  of securities. The shares were valued at $540, which represented  the fair value of the stock issued. The number of shares has been  retroactively adjusted because of the stock split described above  in *Note 6 - Stockholders' Equity - Description of Securities -  Common Stock.*

**7.         Stock  Option Plan**

On March 18, 2005, the Company adopted the 2005 Amalgamated  Pictures Corp. Stock Option Plan (the "Plan"). The Plan provides  for the issuance of up to 500,000 shares for options over a  ten-year period. Under provisions of the Plan, the purchase price  for a share of stock subject to the options shall not be less  than 100% of the fair market value of the stock at the date of  grant. As of December 31, 2012, no options had been granted.

F-12

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**SIGNATURES**

               In accordance with Section 13 or 15(d) of the Exchange Act, the  registrant caused this annual report to be signed on its behalf  by the undersigned, thereunto duly authorized.

|   |   | Amalgamated Pictures Corp.                              |
|--------|--------|---------------------------------------------------------|
|   |   |                                                         |
|   |   | (Registrant)                                            |
|   |   |                                                    |
| By:    |   | /s/ Avery Pack                                          |
|   |   |                                                         |
|   |   | Avery Pack        President and Chief Executive Officer |
|   |   |                                                    |
| Date:  |   | April 15, 2013                                          |

    In accordance with the Exchange Act,  this report has been signed below by the following persons on  behalf of the registrant and in the capacities and on the dates  indicated.

| By:         |   | /s/ Avery Pack                                                                                                                      |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                     |
|        |   | Avery Pack        Principal Executive Officer, Director,        Principal Accounting Officer and        Principal Financial Officer |
|        |   |                                                                                                                                |
|  Date: |   | April 15, 2013                                                                                                                      |
|        |   |                                                                                                                                |

----

 **Exhibits**

|   | **Exhibit        No.** |   | **Description**                                                                                                                                                                                        |
|--------|------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                        |   |                                                                                                                                                                                                        |
|   | 3.1                    |   | Amended and Restated Articles of Incorporation (*1)                                                                                                                                                    |
|   | 3.2                    |   | Bylaws (*1)                                                                                                                                                                                            |
|   | 3.6                    |   | Class A Redeemable Warrant Agreement including Form of        Class A Redeemable Warrant Certificate (*1)                                                                                              |
|   | 4.1                    |   | Specimen Common Stock Certificate (*1)                                                                                                                                                                 |
|   | 10.1                   |   | Letter Commitment of Avery Pack to Lend Funds dated        November 28, 2005 (*2)                                                                                                                      |
|   | 10.4                   |   | 2005 Amalgamated Pictures Corp. Stock Option Plan        (*1)                                                                                                                                          |
|   | 14.1                   |   | Code of Business Conduct (*3)                                                                                                                                                                          |
|   | 21.0                   | **     | Subsidiaries of Registrant                                                                                                                                                                             |
|   | 31.1                   | **     | Certification pursuant to 18 U.S.C. Section 1350, as        adopted pursuant to Section 302 of the Sarbanes-Oxley Act        of 2002 of the Chief Executive Officer and Chief Financial        Officer |
|   | 32.1                   | **     | Certification Pursuant to 18 U.S.C. Section 1350, as        adopted pursuant to Section 906 of the Sarbanes-Oxley Act        of 2002 of the Chief Executive Officer and Chief Financial        Officer |
|   |                   |   |                                                                                                                                                                                                   |
|   | **                     |   | Filed herewith                                                                                                                                                                                         |
|   | (*1)                   |   | Incorporated by reference to Amalgamated Pictures Corp.        SB-2, filed May 23, 2005                                                                                                                |
|   | (*2)                   |   | Incorporated by reference to Amalgamated Pictures Corp.        SB-2/A filed November 30, 2005                                                                                                          |
|   | (*3)                   |   | Incorporated by reference to Amalgamated Pictures Corp.        10-KSB for the year ended December 31, 2005, filed April        12, 2006                                                                |